UNDERWRITING AGREEMENT between INNOVATION BEVERAGE GROUP LIMITED and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters INNOVATION BEVERAGE GROUP LIMITEDUnderwriting Agreement • August 14th, 2024 • Innovation Beverage Group LTD • Beverages • New York
The undersigned, Innovation Beverage Group Limited, a company incorporated under the laws of Australia (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE AND oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2023 • Innovation Beverage Group LTD • Beverages • New York
The undersigned, INNOVATION BEVERAGE GROUP LIMITED, a company incorporated under the laws of Australia (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 22nd, 2022 • Innovation Beverage Group LTD • Beverages • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2022 (“Agreement”) between Innovation Beverage Group Limited, an Australian public limited company (the “Company”), and V-Stock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).
ContractPurchase Warrant Agreement • June 21st, 2023 • Innovation Beverage Group LTD • Beverages • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING ___, 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
EXHIBIT A Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • September 20th, 2022 • Innovation Beverage Group LTD • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2022. [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THIS PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING.]
Underwriting AgreementUnderwriting Agreement • February 9th, 2023 • Innovation Beverage Group LTD • Beverages • New York
Innovation Beverage Group Limited, an Australian corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) an aggregate of [●] units (each, a “Closing Unit”), with each Closing Unit consisting one ordinary share (the “Firm Shares”), no par value per share, of the Company (the “Ordinary Shares”) and one warrant to purchase one Ordinary Share at an exercise price of $[●] (representing 100% of the per Closing Unit Public Offering Price (ad defined herein) per whole share (the “Warrant”). The Ordinary Shares referred to in this Section are hereinafter referred to as the “Closing Shares” and the Warrants referred to in this Section are hereinafter referred to as the “Closing Warrants”. No Closing Units will be certificated, and the Closing Shares and the Closing Warrants comprising the Closing Units will be separated immediately upon issuance. At the option of the Underwriter,
ORDINARY SHARES PURCHASE WARRANT INNOVATION BEVERAGE GROUP LIMITEDOrdinary Shares Purchase Warrant • February 9th, 2023 • Innovation Beverage Group LTD • Beverages • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation Beverage Group Limited, an Australian company (the “Company”), up to [●] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a securi
UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE AND oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2023 • Innovation Beverage Group LTD • Beverages • New York
The undersigned, INNOVATION BEVERAGE GROUP LIMITED, a company incorporated under the laws of Australia (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Underwriting AgreementUnderwriting Agreement • May 12th, 2023 • Innovation Beverage Group LTD • Beverages • New York
Innovation Beverage Group Limited, an Australian corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) an aggregate of [●] (each, a “Firm Share”), of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell additional Option Shares (as defined herein). The Firm Shares and the Option Shares are herein referred to collectively as the “Securities”. The respective number of Firm Shares and Option Shares to be purchased by the Underwriter is set forth opposite its name in Schedule I hereto. The offering and sale of the Securities is herein referred to as the “Offering”.
Warrant Agent AgreementWarrant Agent Agreement • February 9th, 2023 • Innovation Beverage Group LTD • Beverages
This WARRANT AGENT AGREEMENT (this ”Warrant Agreement”) dated as of [●], 2023 (the ”Issuance Date”) is between Innovation Beverage Group Limited, an Australian company (the ”Company”), and VStock Transfer, LLC (the ”Warrant Agent”).
INNOVATION BEVERAGE GROUP LIMITED and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 29th, 2023 • Innovation Beverage Group LTD • Beverages • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2023 (“Agreement”), between Innovation Beverage Group Limited, an Australian public limited company (the “Company”), and VStock Transfer, LLC, a corporation organized under the laws of California (the “Warrant Agent”).
Form of Lock-Up AgreementLock-Up Agreement • May 12th, 2023 • Innovation Beverage Group LTD • Beverages
Non-Executive Director’s AgreementNon-Executive Director's Agreement • March 7th, 2024 • Innovation Beverage Group LTD • Beverages • New South Wales
Termination of BevMart Agreement and Amendment to Manufacturing AgreementTermination of Bevmart Agreement and Amendment to Manufacturing Agreement • September 7th, 2022 • Innovation Beverage Group LTD • Beverages
his Termination of BevMart Agreement and Amendment to Manufacturing Agreement, dated as of June 14, 2021 (the “Agreement”), is entered into by and among:
Manufacturing Supply and License AgreementManufacturing Supply and License Agreement • September 7th, 2022 • Innovation Beverage Group LTD • Beverages • California
This Manufacturing Supply and License Agreement, dated as of July 31, 2020 (the “Agreement”), is entered into by and between Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (“ABS” or “Seller”) having its principal place of business located at 1 Doris Hirst Place, West Pennant Hills, Sydney, Australia 2125, and Elegance Brands, Inc., a Delaware corporation (the “Buyer” or “Elegance”) having its principal place of business located at 9100 Wilshire Blvd, Suite 362W, Los Angeles, California 90212. The Seller and Buyer are hereinafter sometimes collectively referred to as the “Parties”, and each, a “Party”.
